Exhibit 10.1

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of the 31st day of December, 2006, by and among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), B & B B, Inc., a Nevada corporation (“B&BB”) (Virgin River, RBG and B&BB are hereafter, the “Operating Companies”), Black Gaming, LLC, a newly organized Nevada limited-liability company (“Black Gaming”), Robert R. Black, Sr., as trustee of the Robert R. Black Sr. Gaming Properties Trust u/a/d May 24, 2004 (the “Black Trust”), R. Black, Inc., a Nevada corporation (“RBI”) and Glenn J. Teixeira, an individual (“Mr. Teixeira”) (the Black Trust, RBI and Mr. Teixeira are hereafter the “Owners”).

W I T N E S S E T H:

A.             WHEREAS, the Operating Companies and their respective Owners desire to reorganize into a holding company form of ownership (the “Reorganization”) pursuant to which the Operating Companies will be wholly owned by Black Gaming;

B.             WHEREAS, Black Gaming was organized under Nevada law as a limited-liability company for the purpose of becoming the holding company of the Operating Companies;

C.             WHEREAS, RBI is currently owned 100% by the Black Trust;

D.             Whereas, Virgin River is currently owned 100% by the Black Trust;

E.              WHEREAS, RBG is currently owned 3.81% by the Black Trust, 5.47% by RBI, 88.8% by Virgin River and 1.92% by Mr. Teixeira;

F.              Whereas, B&BB is currently owned 100% by the Black Trust;

G.             WHEREAS, as a result of the Reorganization, the Black Trust and Mr. Teixeira will each receive membership units constituting 100% of the outstanding membership units of Black Gaming (“Black Units”) (as more particularly described below) and the Operating Companies will have a single common parent, and be wholly owned by, Black Gaming; and

H.             WHEREAS, the Reorganization is intended to be tax-free to the parties under the Internal Revenue Code of 1986, as amended.

1.              REORGANIZATION

1.1.           EXCHANGE OF SHARES/UNITS

(a)            The Operating Companies, Black Gaming and Owners agree, on the terms and subject to the conditions of this Agreement, that the following exchanges shall occur, at the effective times provided below:

(1)            At 11:58 pm Pacific Standard Time on December 31, 2006 (the “Exchange Date”), all of the 100 outstanding shares of capital stock of RBI (the “RBI Shares”) which are owned by the Black Trust, representing all of the issued and outstanding capital stock of, and all of the voting power in RBI, shall be exchanged for an aggregate of 3.68  outstanding shares of capital stock of Virgin River (the “Virgin River Shares”) which are owned by the Black Trust, representing 3.68% of the issued and outstanding capital stock (or approximately 26.25 RBI Shares for each Virgin River Share).

(2)            At 11:58 pm Pacific Standard Time on the Exchange Date, all of the Black Trust’s membership interests in RBG (the “RBG Interest”) representing 3.81% of the voting power in RBG prior to the Reorganization, shall be exchanged for an aggregate of 2.57 Virgin River Shares, representing 2.57% of the issued and outstanding capital stock (or approximately .67 Virgin River Shares for each 1.0% of RBG Interest).

(3)            At 11:58 pm Pacific Standard Time on the Exchange Date, all of Mr. Teixeira’s ownership interest in RBG, representing 1.92% of the voting power of RBG prior to the Reorganization, shall be exchanged for an aggregate of approximately 1.29 Virgin River Shares, representing 1.29% of the issued and outstanding capital stock (or .67 Virgin River Shares for each 1.0% of RBG Interest).

(4)            At 11:59 pm Pacific Standard Time on the Exchange Date, all of the 16.75 outstanding shares of capital stock of B&BB (the “B&BB Shares”), which are owned by the Black Trust, representing all of the issued and outstanding capital stock of, and all of the voting power in B&BB, shall be exchanged for an aggregate of 2,514 newly-issued Black Units representing 25.14% of the issued and outstanding membership interests following the Reorganization (or approximately 150.09 Black Units for each B&BB Share).

(5)            At 11:59 pm Pacific Standard Time on the Exchange Date, an aggregate of 100 Virgin River Shares, consisting of all of the Virgin River Shares owned by the Black Trust and Mr. Teixeira, shall be exchanged for an aggregate of 7,486 newly-issued Black Units (or 74.86 Black Units for each Virgin River Share), representing 73.89% and .97% respectively of the issued and outstanding membership interests following the Reorganization.

(b)         Immediately following the transactions described above on the Exchange Date (the “Effective Time”), the Operating Companies shall have each, directly or indirectly, become a wholly owned subsidiary of Black Gaming.

2

(c)          The ownership of the Operating Companies and Black Gaming immediately before and immediately after the exchange of shares/units described in Section 1.1(a) as set forth in Exhibit A attached hereto and incorporated by this reference.

(d)         The parties hereby acknowledge and agree that the transfers of ownership interests in the Operating Companies described in Section 1.1(a) above are made subject to certain existing pledges of such interests in favor of Michael J. Gaughan, The Bank of New York Trust Company, N.A. (in its capacity as collateral agent), and Wells Fargo Foothill, Inc. (in its capacity as administrative agent), as set forth in Exhibit B attached hereto and incorporated by this reference.

1.2.           EFFECTS OF EXCHANGE OF SHARES

(a)            At the Effective Time, the effects of the exchange of shares/units shall be as provided in this Agreement.  Without limiting the generality of the foregoing, the Owners’ interest in the Operating Companies shall be exchanged as provided herein and the Owners of the Operating Companies shall be entitled only to the rights provided in this Agreement.

(b)            Each Owner, by accepting Black Units, shall be deemed to have agreed (to the extent permitted by law) that if the relevant Nevada Gaming Authority (defined below) determines that a holder or beneficial owner of Black Units must be found suitable under applicable law, and if such holder or beneficial owner is not found suitable, or is subsequently found unsuitable, such holder shall, upon the request of Black Gaming, dispose of such holder’s Black Units within thirty (30) days after receipt of such request.

1.3.           COOPERATION; BEST EFFORTS

Each of the parties will use its respective best efforts to consummate the transactions contemplated by this Agreement and cooperate in any action necessary or advisable to facilitate such consummation including, without limitation, making all filings required in order to obtain any necessary consents or comply with law and providing any information required in connection therewith.

1.4.           CHANGE IN STRUCTURE OF TRANSACTIONS

Notwithstanding anything in this Agreement to the contrary, if at any time after the date hereof, it shall appear that a change in the structure of the transactions contemplated hereby shall be necessary or desirable in order to make the Reorganization tax-free to any parties or to comply with applicable law or the requirements of the regulatory authorities having jurisdiction over the transactions, the parties hereto agree to cooperate in making such changes in this Agreement and other documents contemplated hereby and in taking such other actions as may be required to effectuate such changes.

2.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPERATING COMPANIES

Each of the Operating Companies represents and warrants to, and covenants with, the other parties hereto, that except as set forth in writing referring specifically to this Agreement

3

and delivered to the other parties hereto simultaneously with the delivery hereof, the following statements are, as of the date hereto, and will be, as of the Effective Time, true and correct:

2.1.           CONSENTS AND APPROVALS

Except as provided in Sections 4.3 and 4.4 hereto, no consent, approval or authorization of any non-governmental third party, other than such consents, approvals or authorizations which, if not made or obtained, would not have a material adverse effect, and no consent, approval, authorization or declaration of, or filing or registration with, any federal, state or local government or regulatory authority, is required to be made or obtained by the Operating Companies of the transactions contemplated hereby.  Any reference in this Agreement to any event, change or effect being “material” with respect to any entity means a material event, change or effect related to the condition (financial or otherwise), properties, assets, liabilities, businesses, prospects or operations of such entity.

2.2.           AUTHORIZATION OF AGREEMENT

The execution, delivery and (subject to obtaining the approvals and preconditions referred to in Section 5.1), performance of this Agreement has been duly and validly authorized by the respective Owners and boards of directors or managers, as applicable, of the Operating Companies.

3.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF BLACK GAMING

Black Gaming represents and warrants to, and covenants with, the other parties hereto, that except as set forth in writing referring specifically to this Agreement and delivered to the other parties hereby simultaneously with the delivery hereof, the following statements are, as of the date hereof, and wi